Abstract Environment and Health Group (EHG), Inc. in collaboration with our partners: New England Association of HIV over 50, the Massachusetts Statewide Consumer Advisory Board (SWCAB) on HIV/AIDS, the Department of Computer Science and Engineering at the University of South Carolina, and Fenway Health Center proposes to develop an innovative, low-cost, tailored, cell phone text message intervention. Currently over 500,000 African Americans are living with HIV/AIDS. In addition, according to the Centers for Disease Control and Prevention, by 2015, people over 50 years of age will account for half of all HIV/AIDS cases in the United States. EHG's proposed intervention will seek to address the lack of evidenced-based interventions for those African Americans, who are over 50, and HIV positive. The program will combine pill reminders (ART and other chronic illness medications) with motivational messages for African Americans, 50 years and older, with HIV. This intervention will address two major barriers to ART adherence among HIV positive older adults : 1) neurocognitive abilities (memory and executive function), 2) affect (attitude and outlook). as well as the cultural barrier of distrust of health care professionals felt by many older African Americans. The project is based on EHG's own work in the field of HIV/AIDS and on a needs assessment conducted in 2011 that revealed that: 1) text messages and motivational messages were desirable in supporting ART compliance, and 2) text messaging was preferred over computer-based interventions as a means of ART support. In Phase 2, we will conduct a randomized control trial of the cell phone intervention. This second phase of the study will include local pharmacies as partners.